News & Analysis as of

Diversity and Inclusion Standards (D&I) Board of Directors Shareholders

Seyfarth Shaw LLP

HKEx’s Enhanced Corporate Governance Code and Related Listing Rules

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HKEx published conclusions in December 2024 to its consultation on Review of the Corporate Governance Code (“CG Code”) and related Listing Rules. The latest changes to the CG Code and related Listing Rules include (i)...more

Fenwick & West LLP

Proxy Advisors, Institutional Investors Shift Diversity Policies and Mandates

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Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more

BCLP

UK Corporate Briefing - March 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: FTSE Women Leaders Review – February 2025 The latest report from...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

Akin Gump Strauss Hauer & Feld LLP

ISS Indefinitely Halts Consideration of Diversity Factors When Making Proxy Voting Recommendations

On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more

Fenwick & West LLP

Nasdaq Proposes Eliminating Board Diversity Disclosure Rule

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Last week, Nasdaq filed a proposed rules change with the Securities and Exchange Commission to remove the board diversity rule from Nasdaq's Listing Rules....more

Jenner & Block

Client Alert: DEI on the Defensive—Predictions for 2025

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While much uncertainty lies ahead as we enter 2025, the coming year is sure to see further attacks on corporate DEI efforts nationwide. With President Trump returning to the White House, the federal government is set to take...more

Eversheds Sutherland (US) LLP

Fifth Circuit rejects Nasdaq's board diversity rule approved by SEC

After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more

Bradley Arant Boult Cummings LLP

Fifth Circuit Court of Appeals Strikes Down Nasdaq Board Diversity Disclosure Rules

On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...more

Mintz

Has ESG Turned the Boardroom into an Escape Room?

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For those of you who have never participated in an escape room, it is a real-life game that confines a group of people (usually friends, co-workers or even family, for the adventurous types) to a room. The group then...more

Jenner & Block

[Ongoing Program] CLE Relay – Session 2 – One Year Later: DEI in a Post-SFFA World - May 17th, 10:00 am - 11:00 am PDT

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Challenges to corporate diversity, equity, and inclusion programs have gained momentum over the past year. As challengers refine their legal strategies, companies need a new playbook to protect and improve their DEI programs...more

KPMG Board Leadership Center (BLC)

Latino representation on Fortune 1000 boards: 2023 Edition

Latino representation on Fortune 1000 boards: 2023 Edition marks the fourth study by the KPMG Board Leadership Center and the Latino Corporate Directors Association (LCDA) examining trends in board service, gender, age,...more

Cooley LLP

Is ESG backlash triggering a change in policies or just a change in terminology?

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As discussed in this article from the WSJ, The Latest Dirty Word in Corporate America: ESG, ESG backlash is driving many company executives to drop any reference to “ESG” and instead use terms like “sustainability” or...more

DarrowEverett LLP

Diversity Driven Derivative Suits: Culture Wars Come to the Boardroom

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Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more

Fenwick & West LLP

What’s Next for Diversity Shareholder Proposals? A Look at Recent Trends

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Following the death of George Floyd and mass protests against racial inequity in 2020 culminating years of slowly building stakeholder pressure on various aspects of diversity, many companies expressed their commitment to...more

White & Case LLP

Diversity on UK Boards

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Increased focus from investors, regulators, and employees on racial, ethnic and gender diversity has heightened scrutiny of public companies' commitments to diversity in their workforce and in particular on their boards. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

ESG Momentum Remains Strong but May Face Headwinds in 2023

As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Fenwick & West LLP

California Court Finds California Board Diversity Law Unconstitutional

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On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season - December 2021

On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New...more

A&O Shearman

Corporate Governance & Executive Compensation Survey 2021 - 19th Annual Survey of the 100 Largest U.S. Public Companies

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Today, Shearman & Sterling released its 19th annual Corporate Governance & Executive Compensation Survey, which finds that the boards of directors of the largest 100 U.S. companies have maintained their strong focus on...more

McDermott Will & Emery

Governing Health 2021: Key Agenda Items for Board Committees -Supporting Committee Effectiveness in a Changing World

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[co-authors: Timothy Cotter and Kathryn Hastings, SullivanCotter; David Jarrard, Jarrard Inc.; Ken Kaufman and Andrew Majka, KaufmanHall; Zachary Morfin, PhD., and David Nygren, PhD., Nygren Consulting; Scott Steffens, Grant...more

Proskauer - Corporate Defense and Disputes

Another Diversity Suit Stifled

Last week, yet another federal court dismissed a shareholder derivative suit that claimed a company had failed to diversify its corporate leadership team. Shareholders had alleged that Opko Health Inc., a Miami-based medical...more

Mintz

SEC Approves NASDAQ Board Diversity Proposal Over Significant Dissent

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The SEC recently approved two proposals by NASDAQ concerning board diversity. Specifically, the proposals would "require each Nasdaq listed company, subject to certain exceptions, to publicly disclose . . . information on...more

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